


Boyfriendish

by secooper87



Series: The Child of Balime [14]
Category: Buffy the Vampire Slayer, Doctor Who, Doctor Who & Related Fandoms
Genre: Action/Adventure, Alternate Universe, F/M, Memory Loss, Romance
Language: English
Status: Completed
Published: 2013-06-19
Updated: 2013-06-25
Packaged: 2017-12-15 11:16:30
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 8
Words: 16,115
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/848912
Author URL: https://archiveofourown.org/users/secooper87/pseuds/secooper87
Summary: <blockquote class="userstuff">
              <p>SEQUEL to "the Facksisil of Balime". In this alternate timeline, Buffy's decided not to restore the Doctor's memories, or to tell him about his past. Which is fine. Until Faith steals Buffy's body. And the Doctor doesn't remember that Faith even exists.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> So this takes place during an alternate timeline in which Buffy, at the end of "the Facksisil of Balime," decided not to give back the Doctor's memories.
> 
> It is also a direct prequel to "the Years that Never Were", which will tell the story both of the Year the Master ruled Earth, and of the Year, in this alternate timeline, that the memory-lossed Doctor and Buffy fought Glory.

"No," said Buffy. "No mention of Faith whatsoever."

Everyone stared at Buffy, a little dumbfounded.

"Buffy," said Willow, "there's a homicidal maniac on the loose that tried to kill Angel last year. Don't you think we should at least give the Doctor a heads up?"

"And she tried to kill the Doctor, too!" Xander added.

Buffy crossed her arms. "No."

"Buffy—" Giles began.

"If it was anyone else, I'd say of course," said Buffy. "But the Doctor looks for trouble. The moment I warn him about Faith, he _will_ run out to find her. And there'll be nothing I can do to stop him."

Willow still seemed hesitant.

"I'm going to deal with Faith," Buffy assured them all. "Make sure she's taken care of way before this is even an issue. But… seriously. Not a word to the Doctor."

* * *

_One day later…_

* * *

Willow was wondering what was up with Tara. This was supposed to be her big Buffy introduction!

But here Tara was, having just spoken to Buffy while Willow had been off getting them all drinks. And now, Tara was huddling in on herself, looking severely uncomfortable, not even wanting to meet Buffy's eyes.

"Tara's… not feeling well," Willow told Buffy. "I'm gonna walk her home."

Buffy smirked. "Yeah," she said, trying to stifle a laugh. "Yeah, you give her whatever she needs."

This seemed to make Tara even more uncomfortable.

Willow took Tara's hand in hers. "So I guess… I'll see you tonight?" she said. "I mean, unless you run into Boyfriendish."

Buffy blinked. "Boyfriend… ish…?"

"Yeah, Tara and I ran into him earlier," Willow offered. "He's in full brainy-spec, gadget gazing detective mode, at the moment. He said he was looking for you."

Buffy's smile grew a little. "Huh."

"We told him you were on patrol," said Willow. "So he's probably floating around graveyards, right now. You know, if you want to find him. Or he's back at the TARDIS."

"TARDIS," muttered Buffy. She gave a small laugh. "That answers that, then."

"Oh, and… uh… don't worry!" Willow put in, hurriedly. She gave a conspiratorial wink. "We were good. No mention of Faith."

The smile grew even wider. "Yeah, actually, on second thought," said Buffy, turning to head out the door, "don't expect me back, tonight."

* * *

"Boyfriendish" was what, they all decided, was the best term for it.

It had started back when Buffy decided not to restore the Doctor's memories. Buffy broke up with Riley right away. Of course. But then… nothing. As far as everyone could tell, Buffy and the Doctor were just really good friends, like they always were.

Until Xander accidentally walked in on them, while they were going at it.

They still didn't call each other 'boyfriend' and 'girlfriend', though. The closest they ever got was calling one another their 'companion'.

Buffy had told Willow that the Doctor didn't feel comfortable with the terms 'boyfriend' and 'girlfriend', and she had decided not to push the issue. He was an alien, so who knew what courtship rituals he was used to? Anyways, it didn't matter. Buffy trusted him enough to know he wouldn't sleep around or anything. What they called it didn't matter. They were in a relationship.

Willow thought that was really open minded of Buffy.

In fact, it was so open minded, Willow had very nearly introduced Tara to Buffy as her girlfriend, when they met tonight. But with Tara already so uncomfortable, Willow had decided to stick to the term 'friend'.

She figured Buffy would work it out.

Eventually.

* * *

Faith had never done it with an alien, before.

She'd also never stolen someone else's body before tonight, but… hey! That seemed to be working pretty well. She'd run into Willow, at the Bronze, and even _Willow_ had thought that Faith was Buffy.

So obviously, this whole body-swapping thing was going great.

Faith had seen the delicious-looking guy in the pinstripe suit a few times, now. He was pretty hot. Long as he had all the right parts in all the right places, Faith was hoping for a good time. She'd seen him bouncing around, licking everything in sight. Two hearts, too. Some respiratory thing where he didn't have to breathe…

Someone like that had to be a good lay.

And with her wandering around wearing Buffy's body, all Faith had to do was find him. Put on her moves. He'd think she was Buffy. Wild night of passion for both of them. Then all Faith had to do was wake up before he did, and sneak out to catch her plane out of the US.

New body. New life. And she got to screw an alien.

Go her.

Faith could see the nearest graveyard in the distance. Well, that's where Willow said the Doctor was looking for her. So she might as well get started looking for…

"It's you!" shouted a perky voice, to her right. "Brilliant!"

Before Faith even had the chance to turn her head to see who it was, she found herself grabbed by the hand and yanked forward, stumbling to regain her footing.

"No idea what's causing it," said the brown pinstripe blur dragging her off. "Alien, probably. Or not. Odd energy signature — been tracking that using this whatsit, here." He raised up a weird gizmo thing over his head for her to see.

Faith finally managed to dig her heels into the sidewalk enough to stop the running.

The Doctor turned around, a pair of sexy black glasses on his nose. His wide brown eyes analyzing her with a touch of sheepishness.

"Ah," he said, letting her hand go. He scratched the back of his neck, awkwardly. "I'm… going about this the wrong way, again, aren't I?"

There. That was better. Skip the alien gadgets, and get on with the sex.

"Bet you can make it right," said Faith, advancing towards him, seduction dripping from every word.

The Doctor sighed. His eyes fixing off into the distance. "There are these people… well, I say people. Animated corpses, really. Wandering about. Looking for some sort of vast temporal energy source that they picked up on sometime around… two nights… ago…" He glanced back at Faith. Suddenly defensive. "Which — before you say a word — had absolutely nothing whatsoever to do with my fixing that doo-hickey I found in the TARDIS! That was a coincidence."

Faith felt frustration well up inside of her. So… Buffy had an alien boyfriend with two hearts, the ability to hold his breath for huge periods of time, and a massive oral fixation… and the general nighttime activity for them _wasn't_ sex?

What the hell was Buffy's problem?!

"Well," said the Doctor, noticing the expression on her face, and clearly trying to win her back with some charm. "Maybe it had a little to do with it."

Faith flipped the blond hair of Buffy's stolen body over her shoulders. Then advanced forward, snatching the device out of the Doctor's hand, and throwing it over a shoulder. "I can think of another doo-hickey you can use on me," she purred. Grabbing him up by the shoulders, grinding against him. "Right now."

The Doctor muttered something beneath his breath about human priorities. Then, placing two gentle hands on her shoulders, he backed her away from him — just enough so they weren't touching.

"The animated corpses wandering about," he told her, in a quiet, serious voice. "They're newly killed. Tonight. Whoever this is, wherever they're from, they're trying to locate time travel technology. And they're willing to kill a lot of people to do it."

Faith hesitated. Damn it, this was the kind of thing that Buffy would be really worried about, huh?

"I can't let them get their hands on the TARDIS," the Doctor continued. "I'm sorry. We'll deal with your… hormonal imbalance problem later. This comes first."

'Hormonal imbalance problem'? Oh, that was just…!

Faith glanced around. Trying to decide if she should just run back to the Bronze and pick someone up there. Someone who wouldn't insist that she saved the world before she slept with him.

"Make it up to you," the Doctor said, picking up on her lack of enthusiasm. Faith looked back, and now… there was just a hint of something else in his eyes. Something that told her… that he _really_ meant it. He gave her a wink. "Promise."

Right. Yeah. Alien. So… B and him running around fighting off other aliens was like foreplay to him. Faith could go with that. Maybe his watching B go all Slayer made him hot or something.

"You better," said Faith. Then grabbed him up by his suit, and kissed him.

He _was_ good, actually.

Faith had to give him that. She'd figured that he'd know how to use that tongue of his, but… she hadn't expected him to try to work her out like a puzzle, try stroking at different sections of her mouth in different ways to see her reaction, react to and even work to amplify every little thing she liked. By the time she had to pull away… for some air… Faith's face was flushed. And she was feeling much like throwing the guy to the ground and straddling him right then and there.

Even though he didn't seem affected by the little make-out session at all.

Okay. Maybe… he'd be worth it.

The Doctor just gave her a perky grin, grabbed her hand in his, and turned to run off. "Well, then, Buffy," he announced. "In that case… allons-y!"

* * *

"I'm sorry you're feeling blechy," Willow said to Tara, as they arrived back at the dorm. "But we'll meet up with Buffy again sometime…"

"She's not your friend," Tara put in, quietly.

Willow glanced over at Tara. Hesitating. "Okay, so maybe you two didn't hit it off right away, but… give her a chance. Buffy's… important to me. You know?"

"No, I mean…" Tara paused, fishing for the right words. She sat down on the bed. "I don't think… she's… her."

Willow nodded, slowly. "You lost me."

"A person's energy has a flow, a unity," Tara explained. "Buffy's was fragmented; it grated, like something forced in where it doesn't belong. Plus… she was kinda mean."

Willow stepped back, the implications of this crashing across her. "You think Buffy's… possessed?"

Tara opened up the nightstand beside the bed, fishing out a magical book and flipping through the pages. "There's a way we can… check…" she said. Her brow bent in concentration. "A passage to the nether-realm, which should allow you to see… maybe even allow us to fix…"

Willow slowly walked towards Tara, her brow furrowed, glancing over Tara's shoulder, trying to make out the spell book.

"If it'll help Buffy," Willow decided, "then let's do it."


	2. Chapter 2

"They're like… zombies," Faith said. Squinting out from her hiding place where she was crouched… very, very close to the Doctor's hot smoking body.

"Worse than that," the Doctor said, not seeming to notice the proximity at all. He pointed at the person ahead of them. The woman who was walking with stiff, jerky movements, arms and legs occasionally spasming. "TARDIS is only a stone's throw away from here. Which means… whatever's gotten inside these peoples' brains, it's intelligent. Possibly even able to detect temporal radiation."

Faith tried to scrunch up a little closer to him. He _had_ to react some time.

"Which is odd," the Doctor said. Glancing back at her. "Don't you think, Buffy?"

Faith froze. He was looking at her like she should know something, and she… hadn't actually… been paying any attention to him, at all. Except to steal glances at his package and figure out if it was as human-looking as the rest of him.

"Yeah," Faith tried.

"After all," the Doctor continued, not seeming to care or even notice that she'd been more into sizing him up than listening to his scientific ramble, "if these… whoever they ares… can alter human physiology to detect something like that… they'd have worked out where the TARDIS was moment they arrived." He turned a thoughtful eye on the corpse-woman. "But she doesn't know where she's going."

Faith sighed. She so didn't have time for this.

"It's almost like… they're trying to track something else," the Doctor muttered. "Not temporal radiation, at all. Something else — something a bit easier to detect, that they think can indicate where the TARDIS is."

Faith ignored him. Just stood up, emerging from her hiding place.

If watching Buffy fight got him hot, then it was about time that Faith showed him how a _real_ Slayer killed someone. Because the sooner he shut up and put that tongue of his to better use, the better.

The corpse-woman stopped in her tracks. A spasm rippled across her body. As she turned towards Faith. Her eyes focused off into the distance.

"Hey," said Faith, advancing towards the woman. "Guess what the Slayer's got in store for you?"

The woman still didn't look at Faith. Just started walking forward. Her eyes fixed on a spot ahead, her limbs jerking stiffly.

"Anomaly located," she reported, in a monotone.

Faith rolled her eyes. Then struck out at her, with a flying flip-kick to the head that knocked the woman down. She landed on her feet, giving her best sexy pose.

The woman twitched. Then got back to her feet, her eyes still fixed into the distance, as if she had no idea that anything had just happened to her at all. And, without a glance over at Faith, shoved her away.

Faith thudded against the ground, hard. Way too hard for the woman to be human. She glanced back over her shoulder. "What the…?"

Then she noticed where the woman's eyes were fixed. No, not where. On whom.

"Oh," said the Doctor, popping up out of his hiding place, a crazy grin on his face and a twinkle in his eyes. "That's how you're doing it. You're tracking _me_!"

Another spasm ran across the woman.

"What are you, then?" the Doctor asked her. Stepping forwards, peering at her. Scanning her up and down with a bleepy pen-object. "Android?" He checked the pen. "Nah. Not android. Body's still human. Not living, but human." He looked back at her. "Virus, then? Rebuilding your body's internal tissues with a steel skeletal frame, reshaping your mind using nano-forms to—"

He was cut off by the woman reaching out and grabbing him by the throat. He choked beneath her grip.

"Anomalous cardiovascular structure," the woman said, in a monotone. "Anomalous respiratory system. Anomalous…"

Goddamn it! Faith climbed to her feet. All that work, and now sexy-guy alien was going to die before she'd even taken him for a test drive!

She should have stuck with the Bronze.

A high pitched buzzing rang through the air, and the woman spasmed, again. Dropping the Doctor, as she doubled up. Then froze, her whole body going stiff. And fell over.

The Doctor gave a cough, trying to catch his breath. "Knew that would work," he said, trying to pass it off as some brilliant master plan. He glanced over at Faith, and gave her a little wink. Then sprung forwards, blue pen light thing in hand, scanning it across the woman's body. "Like I thought. Killed, then injected with some sort of bio-mechanical virus. Rewriting her from the inside out. In fact, could probably be used on someone still alive. Could hollow a person out, remove all traces of their original personality, and plant in a different personality all together." He checked the pen device. "Except these nanoforms have never seen a human before. Still trying to work out how to use the human body to track xenobiology."

Faith dusted herself off. She had no idea what he was saying, and didn't care. But if all she'd gotten from that whole thing was a wink, she was _so_ out of here. No way was she putting that much work into getting a guy to sleep with her. Not when most guys were drooling over her before they were even alone together.

"Where do you want to do it?" the Doctor called out to her.

Faith stopped. Glanced back at him. He was still hunched over the body, twisting and turning at the pen-thing in his hands, then buzzing it over the corpse-woman again.

"What?" Faith asked.

"Our evening plans," the Doctor said, absent-mindedly. "You remember. What we were discussing earlier?"

Faith wasn't sure what to say. She assumed he'd forgotten.

"Could use the TARDIS," the Doctor offered. "Course, with all the toys we've been stashing in your dorm — might be more fun, there." He yanked a stethoscope out of his pocket, shoving it on his ears, and listening to the corpse-woman's chest cavity. "Particularly if Willow's out for the night. Or… we could ask her to join in. If you want." He shifted the stethoscope to corpse woman's head. Paused a moment, listening. Then folded the stethoscope up, and tucked it back in his pocket. "Up to you."

Faith turned back to him. A grin back on her face. Wow, go figure. She'd never guessed that B was into these kinds of things.

"You are talking about sex, this time, right?" Faith double-checked.

The Doctor raised an eyebrow at her. "Told you I'd make it up to you."

Faith advanced towards him with her best sexy strut, watching as he stood up straight, his eyes fixed on her intently, a hint of mischief about him. Oh, yeah. She could see it, now. What he really was, deep down inside.

"You're a bad boy," Faith said, "aren't you? All those nasty little desires you've been itching to try out. All the things you've been dreaming of doing to this body. All those fantasies you've been begging me to try…"

The Doctor caught her hand in his, before she could stroke him in an area that — she knew — would make him unable to stop himself. In a low voice, one that rang with the hints of something else, something dominating that was almost like a primal growl, he asked, " _Where_?"

Faith met his gaze with her own. This guy was _all_ with the kinks. "Dorm room," she decided.

The darkness fled his face the moment she said it, and a smile touched his lips. "Not the TARDIS!" he said, levity back in his voice. "Brilliant. Molto bene!" He handed her the bleepy pen device. "Hold the sonic screwdriver a moment, will you, Buffy?"

Faith got the sudden, rather alarming feeling that… they _weren't_ about to sleep together. That the Doctor had actually been serious about the whole saving-the-world-before-they-had-sex thing.

Figures that Buffy's boyfriend would get off on saving the planet.

The Doctor clapped his hands, excitedly. "Now! What do we know? Bio-mechanical virus, extra terrestrial. Never seen a human before! Arrives on planet Earth and begins rewriting human bodies as tracking tools to locate me. So I can lead them to the TARDIS."

Faith realized he was looking at her like he expected her to say something. Damn. What would Buffy say, in this situation?

"That's… so smart," Faith tried. Because he sounded like someone who needed his ego stroked. His ego and maybe other parts of…

Wait a second.

"She was trying to kill you!" Faith said. "I thought you said they wanted you to lead them somewhere."

There was now a twinkle in the Doctor's eyes. "Did I?"

"I mean, what kind of idiot aliens are these?" said Faith. "Obviously, you can't lead them to anything if… you're…"

She stopped. Then looked back at the corpse-woman. The dead corpse woman.

Whose entire body was being reformed by some… robot thingy… that was using all kinds of human senses to find the Doctor.

And if the Doctor had weird freaky alien senses on top of that…

"So you're saying whoever these aliens are," Faith summarized, "they're offing people because they're actually trying to take you out."

"Nah," the Doctor said, waving a hand dismissively. "Steel skeletal structure like that? If she'd wanted to kill me, she'd have snapped my neck then and there. Probably trying to knock me out and drag me back to her alien overlords."

But now that Faith's mind had lingered to something other than sex, she was starting to get a lot of other suspicions, too.

"And, of course, software in her brain is searching for any sort of… anomaly," the Doctor said. "Any reading or scan that doesn't mesh with the data on humans derived from the bodies its already picked up and converted." He turned a curious eye on Faith. "So… question is… why did it pick me up, and not you?"

Faith jumped.

Had he found her out?

"What?" Faith asked.

The Doctor shrugged. "Slayer," he explained.

Oh. Okay. Phew.

"I… don't…" Faith started.

"And that snog we had, earlier," the Doctor continued, "should have left some genetic traces. Any good genetic scanner should have picked you up as alien. Well, at least partially."

Faith stared at him. "We made out, and now I pick up as alien?"

"It could be," the Doctor mused, "that this android type thing was just the first round. First sweep of the area, to find me or the TARDIS. But if they're that technologically advanced, why wouldn't they just run a simple scan for alien tech, to work out…?" He ran a hand through his hair. Then stopped. Beamed. "Aha! That's it!"

"What's it?"

"Crashed space ship!" the Doctor said. "Probably on the way to some war. Bio-virus creates the perfect group of super soldiers when they get wherever they're going. Hence, the automatic tendency of the victims towards violence — even when the aliens want me alive."

Faith shook her head. Not really sure what to say.

"Problem is, they crashed here," said the Doctor. "Well, must have. Crash drained their power cells, and now there's not enough power to run a full scan for alien tech. Not in such a large area. But… they still have the virus! So, quick tweak in the virus' programming, then inject it into the nearest humans they find, and… voila!"

Faith nodded, slowly.

"Course, now that their scout has located me," the Doctor said, "sent my location to the space ship in question, they'll be able to run a localized scan. Work out exactly where I am."

Faith's eyes went wide. "So why are we just standing around?!" she demanded. "We have to get out of here."

The Doctor remained at ease. "Nah! Let's stick around and get caught!"

Faith stared. "What?!"

The Doctor winked at her. "Best way to get answers."

"Fine," said Faith. Turning. "You stay and get killed. _I'm_ getting out of here."

"Wouldn't advise it," the Doctor said. "Snog left genetic traces, remember? When they scan for me, they'll pick you up in a heartbeat."

Faith froze in place. This was starting to sound like he'd done the whole genetic trace thing… deliberately. Had he worked her out?

How?

"I'm Buffy," Faith blurted, before she could stop herself.

The Doctor put his hands into his pockets, bouncing on his trainers. "Well, _you_ know that, and _I_ know that," he agreed, "but to an alien genetic scan that doesn't completely understand human physiology… you're a Time Lord."

Okay. Okay! So… he still thought she was Buffy. Good.

And… come to think of it… _she'd_ been the one to kiss _him_ , huh?

Faith's musings were cut off by the sound of clumsy footsteps, around them. She glanced nearby, and realized that they were being surrounded. A group of those zombie type things, these all armed with very big and very alien looking guns.

All pointed at her and the Doctor's heads.

The Doctor didn't seem to mind, at all. In fact, he almost seemed to be enjoying himself. He put up his hands in the air with the casual ease of someone who got arrested by people with guns all the time.

Faith considered attacking the zombies. Then decided there was no way she'd get past them without being killed.

And she'd just gotten this body. She wasn't about to give it up.

Faith raised her hands, as well.

"You really _are_ a bad boy," Faith remarked to the Doctor. "Jailbird."

The Doctor winked at her.


	3. Chapter 3

The moment Faith entered the space ship, she felt faint.

She very nearly fell over. Reached out to catch herself. But… looked like the Doctor — sucker he was — still hadn't worked out that she wasn't Buffy, yet. Because he caught her, before she collapsed, and set her down on her feet, again, rambling on about how the atmosphere in here was different from the atmosphere on the planet, and alien biology, and all sorts of things, and…

He was holding her. Holding her in a way that was affectionate, loving, but… not sexual. Not even remotely sexual. Holding her as if he…

Faith jerked herself out of his arms.

"Who the hell do you think you are?" she snapped.

He stopped. Froze. His entire expression seeming to go blank for a moment, as he stared at Faith. Just stared at her, with those big brown eyes…

Faith swore beneath her breath. She'd totally blown her cover, hadn't she? She went back to him, taking his hand in hers. "I mean… sorry. Personal space issues."

The Doctor studied her, carefully. And for a moment, Faith was sure he was going to tell her, point blank, that she wasn't Buffy. For a moment, Faith was gearing up to grab the nearest blunt object, bludgeon the Doctor to death with it, and then find some way to get out of this space ship alive.

Then he grinned at her. Gave her hand an affectionate squeeze.

"Don't know what I'd do without you," he confessed. "Buffy the Brave. No! Buffy the Brilliant." His smile lit up, even more. "Oh, that's a keeper. Buffy the Brilliant. Should call you that more often! Got a ring to it. Bit like Alexander the Great, but… well! Buffy the Brilliant!"

Faith dropped the tension. Okay. He still seemed to think she was Buffy. At least, Faith sure hoped he thought she was Buffy.

Maybe she should try to have sex with him sooner rather than later. Because if she had to kill him, first, then that was a total wasted evening.

Then again, she should probably kill him after the sex, anyways. Just to be on the safe side.

They were led inside a prison-looking area, then locked in with some technological whatever. The Doctor dropped Faith's hand, and stepped away, taking in the cell with interest.

"So… now… we bust out of here and beat them up?" said Faith.

The Doctor turned his gaze back to Faith. No, wait. Not Faith. He seemed to be staring at… her fingers. Like he was almost… expecting something.

Oh. Maybe he'd worked out that they were alone together.

"You're one of those guys that finds danger a turn on, huh?" said Faith.

The Doctor started out of his reverie. "Sorry?" He then seemed to register what Faith had just said. "Oh. You're talking about _that_ , again."

Faith gave him a sultry look. "Ever wanted to do it in an alien prison?"

He closed the space between them in two steps, hands on her shoulders, eyes dark and wild and dangerous. "You're insatiable, today, aren't you?" he growled.

Then proceeded to make out with her.

Except it wasn't just making out. Oh, no. There was something heating up inside Faith, now. Something flaring through her, like a jolt of pure ecstasy, and she shuddered beneath him. Her mind screaming out for more, even though she had no idea what he'd done, even though she had no way of saying it when her mouth was otherwise occupied.

As if in response to her wishes, it came again — not whipping across her, but treading across her nervous system, bit by bit, teasingly slowly. Testing her out, playing with her, trying to make her beg…

She gasped, as with an almost animal savagery, it surged through her. The ecstasy overtaking her, making her…

Like a bucket of cold water dumped over her head, everything stopped. The make out session, the ecstasy inside of her, the feeling of intimacy between them.

Faith blinked, trying to get her head back in order. That… okay, that was different. She'd give him that. Not better than what _she_ could do, obviously… but…

Yikes, no wonder B was so into this guy.

Faith was on the verge of pouncing on him, right here and now. But… then she realized that the reason he'd stopped doing… whatever that was… to her…

Was because one wall of the prison cell had gone transparent. And… behind it… were a group of aliens.

They were, basically, big round circular yellow things with tiny wings on their backs, and beady little eyes. And they were looking at the Doctor as if trying to work out exactly who and what he was.

"You are not from this planet," they observed.

"Nope!" said the Doctor. "I'm the Doctor, and this is my friend. Thought you might be in a spot of bother. Crashed ship and all." He grinned, then raised up the sonic screwdriver that… he must have grabbed from Faith, while he was kissing her. "Thought I could help."

Faith grinned. Wow. Go figure. B, the most sanctimonious, goody-goody of them all, was hooking up with some rebellious alien helping out both sides.

After the totally awesome sex, Faith was actually going to kind of regret killing him.

The aliens all muttered to one another. Then turned back to the Doctor. "Identify your species."

"Time Lord," the Doctor said. His eyes danced with a hint of curiosity. "Ever heard of it?"

The aliens stared at him a moment. Then muttered to each other, again, a little more urgently. One of the aliens reached out, pulled a lever, and — in a flash — a beam of light shone through the ceiling, encircling the Doctor.

He cried out, as if in pain, and doubled up.

Faith rushed forwards, kicked him out of the beam of light. He fell over, onto his hands and knees, panting for breath.

Then looked up at Faith. Who realized… what she'd just done.

And backed away, slowly.

No. No, she wasn't trying to…. Obviously, she hadn't actually cared if he got hurt! She was going to kill him later that evening. She just… wanted to try screwing him, first. That was it. That was the only reason she'd saved him.

"Thank you," he said.

"I don't—" Faith began to retort. Then stopped herself. Shrugged, instead. "Yeah. Whatever."

The aliens, on the other side of the prison cell wall, were all studying the Doctor like they honestly couldn't believe their eyes.

"You _are_ a Time Lord," said one of them.

"He can't be," said another. "The machine's faulty. The reading was disrupted by the girl. The Time Lords are all dead."

"Well, maybe one of them survived!" said the third alien. "Have you ever thought of that?"

The Doctor, meanwhile, had stumbled back to his feet. Mainly regained his balance, hand against the wall of the cell. "Last Time Lord," he told them. "Only Time Lord. Anywhere."

Faith stared at him.

She hadn't known that.

"Then your ship is a time ship," one of the aliens told the Doctor. "With enough energy to destroy this planet completely. The explosion will give us the thrust we need to launch us towards our intended destination."

Faith stalked forwards. Blow up the world? No, thanks. She lived here. "I think it's time you boys learned what a Slayer—" she started.

The Doctor had grabbed her up and back before she ever got to the wall with the aliens behind it. "Air isn't breathable behind there," he whispered to her. "Don't want to punch it out, or we'll suffocate."

Faith shrugged him off, easily. But decided to do what he said.

"Tell you what?" the Doctor said to the aliens. "Instead of blowing up the planet, how about I have a root-around in your power cells, fix the problem for you?"

The aliens didn't seem interested in this.

"We don't have time to barter," snapped one of the aliens. "Every moment we remain on this world, the enemy encroaches farther and farther on our own. This virus is our only hope, and we are stuck here with primitives!"

"Infect him with the virus," another one commanded. "The sooner we control him, the sooner we can leave this miserable planet."

A bright burst of light surged through the room, and Faith felt her skin growing hotter and hotter, burning up beneath the light, her vision turning white…

A buzzing sound, followed by the burst of a door, and then a hand grabbing her own, yanking her forward. Yanking her out of the light, out of the burning, and into the rest of the ship. Her feet pounding against the metal floor of the ship, gasping for air…

Something slid over her mouth, and Faith only just realized it was some kind of… gas mask thing.

The Doctor was already wearing one.

"Tastes like they're draining the oxygen from the ship," he told her.

A shot from a gun just barely missed them.

Faith glanced back, to find one of the blobby alien things shooting at them. Okay, then. One alien ball thing, against a Slayer like her? She spun around, surged towards him. No problem at…

The Doctor knocked her down, his body crashing on top of hers.

They rolled into a nearby storage area, and the Doctor kicked the door shut, behind him. Then locked it with his sonic.

The shots ricocheted off the outside.

"Of all the times to get horny!" Faith shouted, shoving him off of her. She'd spent the whole night trying to get this guy aroused, and the moment he does is when she's about to kill evil monsters!

He grabbed her by the arm, before she could break down the door. "Don't."

Except… it _wasn't_ the dominating, growly sexy voice from earlier. No. This was powerful in a different way, all together. It was like… a final decision. That no one could argue with. Like…

Oh, no.

It was like what Buffy always did.

"You… you're…" Faith spluttered.

"We're not here to kill them," the Doctor told Faith.

Faith's jaw dropped open. For a moment, she couldn't even speak. "You're… you're… you sanctimonious hypocrite!" she screamed. "You're even worse than she is!"

The Doctor's expression never wavered.

"What's your deal?" Faith demanded. "You think you can just boss someone around, because you're so much better than them? You think _you're_ the only one who gets to decide who lives and who dies?"

Still, no wavering of the expression.

"I'm Miss Slayer, here!" Faith said. "That's my decision. And if I want someone dead, then they're going to die. You get that?"

A slamming against the door, and it dented a little under the impact. An alien voice shouted through it, "Give yourself up, Time Lord. You can't escape."

"Oh! That sounds like a challenge to me!" the Doctor shouted back, looking over Faith's shoulder.

Another thud, and the door dented a little more.

The Doctor ducked his head down, to meet Faith's eyes. "You walk through that door, and they'll kill you in an instant," he warned, in a whisper. "Only way you'll make it out of this alive is with me."

Faith felt herself seething. Forget screwing him. There was no way she was going to let him moralize at her! Moment she got out of here, she'd kill him, without a second thought.

The Doctor, in the meantime, had begun racing around the room, tapping against the walls. Listening. Then, with a grin and an "Aha!", he grabbed up a very large, very alien-looking tool, and tossed it to Faith.

"Throw it," the Doctor said. He pointed at a spot on the wall. "There!"

Faith felt more like using it to smash his head in. But as the door bucked once again, Faith gave in. And threw, as hard as she possibly could.

The bang of an explosion ripped through Faith's ears, and she ducked to avoid the shrapnel. Except… there wasn't shrapnel. Just… a sudden streak of sunlight, spilling across the room. Seeping through the small hole she'd just punched in the hull.

The pounding against the door to the room had stopped.

"Well," the Doctor said, with a grin. "That bought us some time. They can't breathe Earth's atmosphere, see. So, if they do open the door, they'd contaminate the air from their ship with…" He noticed Faith, and winced under her expression. "Ah. You're still a wee bit upset. Because… I didn't let you kill things, again."

Faith bit her tongue before she could shout something that would blow her cover. Because she'd caught the word… 'again'.

As if the Doctor and Buffy had had this fight before.

The Doctor sighed. "Well, suppose some things never change," he muttered, turning back to the equipment inside the room. He began tinkering with it, dissecting it, rearranging its insides and then buzzing at them with the sonic screwdriver.

"Wait, you seriously still think I'm…?" Faith started. Then stopped.

The Doctor looked over his shoulder.

"…Buffy the Brilliant?" Faith put in.

The Doctor gave her a smile. "Always brilliant." He looked back at his work. "Wrong. But brilliant."

Faith slumped against the side of the room. "Wrong about killing aliens, you mean."

"Have to give everyone a chance. Least one chance."

Faith scoffed. "Yeah, because _that_ works."

"Does."

Who was this guy? A total idiot? "People don't change," she told him. "They _can't_. _I_ should know."

The Doctor raised an eyebrow, but didn't bother to look up at her.

She crossed her arms. "After you murder someone," she said. "It's like… that's it. There's no going back. Even if it was an accident to begin with — doesn't matter. At the end of the day, you're a murderer. Might as well go the whole nine yards."

The Doctor remained silent.

"After a while, you just don't care anymore," said Faith. "I mean, what's one life? Everyone's gotta die sometime. And you're a murderer, anyways."

Still, no answer from the Doctor.

"Look, my point is… it's no use keeping these aliens alive," said Faith. "They don't care about you. They don't care about me. They're way more happy just killing us. Because they can. That's the truth of the world. Everyone just cares about his or herself, and that's it."

"Desperation," the Doctor said, "isn't the same as not caring."

Faith snorted. "Yeah, and I guess you'd say Mom was just 'desperate' when she was…" She stopped. Hesitated. "How… much have I told you about my childhood?"

"Nothing," the Doctor said.

Phew. There was a relief. "Well, I learned, back when I was a kid," Faith said. "And dad went to prison, and mom couldn't care less — there's always someone looking to beat you down. Only way to survive is not to care — just look out for yourself."

"I wonder if I ever believed that," the Doctor muttered.

Faith frowned. "Huh?"

The Doctor opened his mouth to explain, but then convulsed, cried out as his body began to spasm and twitch.

Spasm and twitch… just like the corpse woman's body had, before.

Faith stepped away from him. "You're… infected," she realized.

The Doctor was now crouched on the floor, breathing heavily, trying to steady himself. He shot her a grin, and then climbed to his feet. "Just a bit."

Faith looked down at herself. She'd only just got this body, and now… she was going to lose it! She was going to…

"You're not," the Doctor said. "Or you'd know, by now."

He reached out to hold her hand, but she jerked it away. She didn't know what this virus thing was, or how it was spread, but… she wasn't giving up this body. Not yet!

"It's safe," the Doctor assured her. "Time Lord. Remember?" He winked at her. "Not to worry. You'll be fine. Perfectly able to catch your 10 AM flight."

Faith jumped. How did he know about that?! "What?!"

Before the Doctor had a chance to explain himself, a voice crackled through the air. Over the loudspeaker. The voice of the aliens.

"We have adjusted the beam that infects others with the virus," said the aliens. "Its range now covers the entire globe. If you don't surrender your ship to us in five minutes, we will activate it. Every human on this planet will die."

The Doctor winced, as another spasm ran through him. But tried to make it seem like nothing had happened.

"That's it," said Faith, gearing up to kick in the door. "They're dead. All of them."

She felt a hand fall on her shoulder. A hand that tried, very hard, not to shake. And when she looked back over her shoulder, she could see that the Doctor was a little bit paler, his body clearly locked in some internal battle it was struggling to fight.

"Please," he said, very softly. "I need you."

Faith swung around, about to shout at him that she wasn't Buffy, this didn't matter, and when she was trying to stick it to B by sleeping with her boyfriend, she never thought she was signing up to get into some crazy space alien adventure that could kill her!

But before she could get in a word, the Doctor caught her by her other shoulder.

"Everyone is going to die," he told her. "Every single person on this planet. Six billion innocents. Unless we stop it. Do you understand?"

"Who says I care?" Faith demanded. "I'm not Little Miss Goody Two Shoes, you know! I don't—"

"Please," the Doctor cut in, staring into her eyes, pain in his expression. "Please. _Help me_."

Faith said nothing for a long moment. Thinking… remembering… her life, her pains, her joys, the terrible childhood that had taught her how sucky the world could be… the only guy who'd ever cared about her, loved her like a father, the Mayor — and Buffy had killed him…

Buffy…. That sanctimonious… hypocritical…

Another stab of pain seared through the Doctor, and he cried out, lost his grip, began to fall. Faith, without even thinking, caught him up before he hit the ground.

_Help me_.

"Look, I'm not… I'm not who you think I am," Faith confessed. "I don't help people. I don't save lives! I'm just…"

"Then why do you want to kill the aliens?" the Doctor asked her. "If you don't care? Why not stay here, on their ship, where it's safe, and let them destroy the world?"

Faith didn't answer. For several long moments.

"What do I do?" she asked him, at last.

He was panting, heavily. "Do you remember… the route out?" he asked her. "Of the space ship?"

Faith hesitated. Then nodded.

He stumbled back to his feet. "Then… I'm going to open that door," he told her, nodding at the now misshapen door leading into the corridor. "And you're going to… lead… the walking corpses out. Make them chase you."

"I'm going to…?!" Faith cried.

"I need you off this ship," the Doctor cut in. "Off this ship and far away. Right now. Do you understand? Because what I'm about to do… you don't want to be here when it happens."

"They'll tear me apart!" Faith said. Not even Slayer strength could stop that.

The Doctor shook his head. "By the time I finish, here," he assured her, "you won't have to worry about them, anymore. Promise."

She hesitated. Watching as the Doctor tried, so desperately, to pretend he was fine. When he was barely able to keep himself together. Barely able to contain the shakes and spasms spreading through his body.

That beam, with the virus, it had hit both of them. He was ill, dying more and more every minute. Dying with a rapidity that even the human corpses hadn't shown. Like he'd taken a double-dose. While Faith… was completely fine.

"Why… wasn't I infected?" Faith asked.

The Doctor grabbed at one of the walls, keeping himself upright.

"Why?" asked Faith. A virus that could hollow out a body, destroying a mind but leaving the outside shell intact.

"I think," said the Doctor, "you already know."

Then with a buzz from his sonic screwdriver, the door flew open. The walking-corpse-people all waiting for them, with impassive faces.

And Faith, scarcely able to understand what the hell she was doing, zipped through them, and led them all out of the ship.


	4. Chapter 4

In the abandoned engine rooms of the space ship, a lone pinstripe suited figure was bent over a control panel. Buzzing it with his sonic screwdriver.

Spasms of pain rushed through him. But with every spasm, a new determination set into his face. A new fire running through him. As he determinedly tweaked and altered and changed things about.

"Surrender," said one of the spherical aliens, approaching him.

The Doctor gritted his teeth. Glancing over his shoulder. "Your engines were never damaged," he said. "You could leave here any time you wanted."

The alien didn't answer.

"Then why your drones?" the Doctor demanded. "Why the lackeys, to help you find me, when you had enough power to run a scan for alien life signs any time you wanted?"

"A preliminary test," said the alien. "To make sure the virus worked. Adapted itself to human genetics."

"And me?" the Doctor asked.

"Temporal conquest provides more opportunities than mere galactic conquest," said the alien.

The Doctor gave a grim laugh, clutching his stomach as he doubled up. "Then I was right. You're _not_ desperately frightened. Not like whoever that is in Elizabeth's body. Nope. You're the aggressors in your war. Using this world to take over another."

The alien observed the Doctor's spasms with mild interest. "You're attempting to fight against the virus."

The Doctor shot him a grin. "That what you think?"

"You can't succeed," said the alien. "The virus will destroy you, then rewrite you from the inside out. Our beam will infect every human being on this planet. And you can't stop it."

The Doctor's body was wracked with another spasm, and he doubled over, no longer able to stand. His breath coming more and more rapidly, as he closed his eyes in intense concentration.

The alien advanced on a machine bank nearby. "No matter," he said, analyzing the machine bank. "You haven't altered the vital systems that dispense the virus. Those are all we need."

With an efficient coldness, the alien programmed in the virus' spread to the machine bank. The Doctor began to crawl forward, inching towards the machine, but the effort seemed to be draining him. The alien didn't even bother to stop him, as it was clear the Doctor was too weak to do anything.

With the final push of a button, the alien activated the machine.

The Doctor's eyes shot open, as the tension suddenly released from his body. "Ha! Got it!"

He looked up at the alien, grinned, digging around in his pocket and taking out a pin. Pricking the tip of his finger.

"You are too late," the alien said. "You can't stop us, now."

"No?" The Doctor reached out, allowing a single drop of blood to fall into a small little insert on the machine. His eyes gleaming with challenge. "Watch me."

And it was only when the machine roared and churned and spluttered that the alien seemed to have real fear in its eyes. Backed away from the Doctor, trembling.

"You're _that_ Doctor," he breathed.

* * *

Faith had been expecting an explosion from behind her. That's what the Doctor had been planning, right? To blow up the ship, get rid of all the aliens and everything all at once. And… and… Faith had only gone along with it because obviously, it was to her advantage!

The aliens get blown up. The Doctor gets killed. Faith still winds up with a new body and new life. And… yeah! Take that, sucker!

One of the corpse-people grabbed Faith by the arm.

She swung around, bashing the corpse-guy against a tree. He didn't slacken his grip. Didn't seem to feel anything at all. His eyes were cold, remorseless, unfeeling. His grip tightened — until Faith thought he might actually break the bone.

But that was part of the Doctor's plan, too, right? That's what he'd said. That he was going to kill all these corpse-people when he was done.

Any time, now, Doctor!

Then a white light shot out from the space ship behind them.

Faith expected the burning sensation across her skin, again, that same heat and light and feeling like she was melting, but… nothing. Nothing like that at all.

The corpse-guy shuddered back. Dropping Faith. And crying out.

Around her, every single corpse-person cried out, at once. All shivering, shuddering, convulsing on the ground.

And as the light faded… and Faith's vision cleared, she could see… but that didn't… that couldn't…

She stared at the people around her. Not corpse people. Real people. Their normal expressions resumed. Their normal strength returned. Speech patterns just the way they should be. All traces of the virus gone from their bodies.

They were all looking around themselves, confused. As if they had no idea what had just happened.

"He brought them back," Faith whispered. She stepped away from them, feeling a chill run through her. "He didn't kill them. He brought them back."

Then an explosion from behind, Faith watched as a rocket ship blasted off into the sky. Could feel the heat from the fuel, wafting through the air.

"But why…?" Faith said.

Then the air shimmered, beside her, and there… standing with a grin on his face and an air of complete carelessness about him… was the Doctor.

He stuffed his hands into his pockets, and beamed.

"There we go!" said the Doctor. "Easy peasy."

Faith's jaw dropped open. "But… but you…"

"Ah, the virus!" the Doctor said. He gave a shrug. "Funny thing. Virus like that couldn't get a strong enough grip on Time Lord physiology to do much of anything. So I gave it a little nudge, let it weasel its way into my mind, then reprogrammed it. To reverse what it had done in the first place. Then just had to feed the newly programmed virus back through the machine. It beamed out, and…" He gestured at the confused humans around them. "See for yourself!"

Faith could see. She could see these normal people getting up off the ground, new life inside of them. Able to pick up where they left off, as if nothing had ever happened.

It was… just… hard to believe.

"And, of course," the Doctor continued, "I slipped a small teleportation feed into your pocket. Which is why I needed you very far off the ship! So I could teleport out, when all was said and done." He grinned. "You saved my life. How about that?"

"And… the aliens?" Faith asked him.

"Sent them back to where they came from," the Doctor told her. "Locked the trajectory. They won't be back, again. Not for a long while." He glanced up at the sky, regarding the rocket as it faded from sight. The smile completely fading from his lips. "Think they were a little afraid of me, in the end. Odd, that."

"You just let them go?!" Faith shouted. She pointed at the sky. "Those monsters! Those murderers! They were going to destroy the world, and you just let them leave, unharmed?!"

The Doctor shrugged. His eyes still fixed on the sky.

"Have you heard a word I've said?" Faith demanded. "They're murderers at heart! Murderers can't change, ever. I know that for a fact!"

The Doctor didn't answer.

"You can't prove me wrong!" Faith insisted.

The Doctor glanced at her. His eyes lingering on hers, as if penetrating her very soul.

" _I_ don't have to," he said, softly.

Faith froze.

Her mind suddenly racing through what had happened between them, back on that alien space ship. Everything she'd said to him, in a blind panic, as she thought it was all over. Everything she'd confessed to him, everything he'd seen her do which was exactly _not_ what Buffy would do.

Faith backed away, slowly.

She'd blown her cover big time, hadn't she? He knew everything — had to know everything — by now, and that was why he was sticking to her like glue. Why he put that teleport locator whatever on her. Why, every time he was appealing to her, specifically, he _hadn't_ called her Buffy.

"How long have you known?" Faith asked.

The Doctor gave her a small, sad smile. "Since right around that first snog, when I called you Buffy," he said. "She never lets me call her that."

Faith dropped into a fighting stance. Her eyes narrow. Her entire body tensing for a fight. "I… I'm not good and virtuous, like Buffy," she told him. "I'm not soft. I've killed before."

"I know."

"I could kill _you_ ," Faith warned him. "Right here. Right now. I wouldn't even care."

"Are you going to?" the Doctor asked her.

She hesitated. Her eyes locked on the Doctor. The alien guy who'd known, this whole time, that she wasn't really Buffy. Who'd known that she'd stolen Buffy's body, and was planning to run away with it. Who'd known that she was a murderer, a killer, and… and…

"I don't know who you are," the Doctor said, "or what you've done. But I know that when I was in pain — you helped me. Without a second thought."

And she remembered… the way he had been writhing beneath that alien genetic scan whatever, in the ship, and she'd kicked him out of it. Remembering how she'd caught him when he fell, wracked by that virus.

Faith dropped her fighting stance.

"Faith," she told him. "I'm… Faith."

The name didn't seem to mean anything to him.

"You know!" said Faith. "Faith! The person who tried to kill you, last year! With the Mayor!"

"Ah," said the Doctor. "You mean… your name is Faith."

Faith stared at him. And realized…

"You don't have any idea who I am," she said.

He gave her a shrug. "Lost my memory, a while back," he said. "Anything before a month ago is just… gone." He sighed. "Suppose it's for the best. What I _can_ remember of my childhood… wasn't… pleasant." He glanced over at her. "Perhaps I once believed what you did. That the only person to look out for is yourself."

Faith wasn't sure what to say.

"Elizabeth won't tell me," the Doctor continued. "Won't tell me anything. Why I'm alone. What I've done. What happened to me, in the past. But when I run into other aliens…" His voice faltered. "They've all heard of me. I can see the fear in their eyes."

Faith backed away, a little more.

"I think… Elizabeth is keeping some secret from me," said the Doctor, "about my past. The reason I'm alone." He hesitated. "About my past. Or… hers."

And there it was. That little hint of something else, in the Doctor's eyes. Something ancient, icy, dangerous. Something that Faith had thought was just a bedroom kink — role-playing — but wasn't. Not at all.

"You said… you were alone," said Faith. "The last of your kind."

And now Faith was starting to put together the pieces. Recall what she knew about him. What she'd heard from Giles, from the Mayor, from everyone. About how dangerous the Doctor was. How many people he'd actually killed.

She could guess why Buffy wasn't telling him who destroyed his own people.

"I have no one," the Doctor said. "Not a memory. Not a hint. Not a clue. No friends, no family, no past. Just… myself. A TARDIS that won't fly. And Elizabeth."

Faith winced away from him. Hands hugging herself, tightly. "I'm not giving up this body," she said. "You can't make me."

The Doctor turned to her. His face creased in concentration.

"Who's chasing you?" he asked.

Faith jumped. How…? What…? Did he know _everything_?! What the hell kind of boyfriend had B gone and gotten herself, this time?

"They're that bad, then," the Doctor noted.

"I… I won't…" Faith began.

"Do they want to kill you?" the Doctor asked. "Is that what you're afraid will happen, if you switch back?"

Faith said nothing. But she didn't have to. The Doctor already knew the answer.

He was beside her in two seconds. His hand on her arm — not holding her in place, just resting there. Gently.

"Faith," said the Doctor, bending down to look into her eyes. "Please. _Please._ I'm not going to let anything happen to you. Promise. But I need to find Elizabeth."

She stared at him. "I'm not—"

"If you help me find her," the Doctor said, "I promise I won't try to switch you back. Won't stop you from fleeing the country. Won't stop you in any way. Just let me save her life. Please. She's all I have left."

For a moment, Faith didn't know what to say.

"Please," he said. "Faith. Help me."


	5. Chapter 5

"Okay, okay," said Willow, pacing the room. "So… we've got two problems. Buffy — the real Buffy — is in Faith's body. And Faith's just been arrested. And Faith is in Buffy's body, doing — we don't even know what."

Tara fingered the object they'd just magically conjured together, nervously. She hadn't met the real Buffy, but she _had_ met the Doctor. And, once she'd gotten over the licking, she was actually starting to like him.

"Do you think…? I mean, we told the Doctor…" Tara started.

Willow swung around. "Damn! I forgot. Faith — I mean, Buffy — _wasn't_ carted away by the normal police. She was taken by those Council guys. The Watchers' Council Elite Squad assassination people!"

"I'm just saying… we told Faith…" said Tara.

"And in the meantime, Faith's wandering around, and she could be killing people right and left, while Buffy's about to get shot in the head for something she didn't…" Willow stopped. Then seemed to realize Tara was trying to say something, and that Willow was just ignoring her. "Oh, uh, sorry. Just in a bit of a Willow-freak-out, here."

"The Doctor's been looking for Buffy," said Tara. "And… we told Faith that the Doctor didn't know about her."

Willow's eyes lit up. She swooped Tara into an excited hug. "So… she sought out the Doctor!" she cried. "Oh, thank God. That solves that problem."

Tara looked at Willow in confusion.

"Well, if Faith's with the Doctor, then we don't need to worry about her killing anyone," said Willow. "The Doctor won't let her. We can work on finding Buffy!"

"Willow," Tara said, a little more insistently. "You said… the Doctor didn't know anything about Faith at all. He doesn't even know she exists."

And Willow had also said they weren't allowed to tell him anything. Because Buffy had made her promise.

Willow hesitated.

" _You_ didn't know that that wasn't Buffy," Tara continued. "And _you're_ her best friend, who's known her forever. The Doctor's lost his memory. For him… he's only known Buffy a month."

Willow cringed. "Yeah, but he's… alien," she said. "He… has to figure out… I mean, he has to be able to feel something like you did, the moment he meets…"

"And if he does," said Tara, "Faith's going to kill him."

Willow looked down at the box in Tara's hands. The body re-switching device that they'd conjured up, together.

"We still can't stop Faith by ourselves," said Willow. "Only Buffy can do that." She glanced back at Tara. "Plan's the same. First thing we do is get in touch with Giles. Try to save Buffy."

* * *

"I'm still not switching back," said Faith, as the Doctor used his sonic screwdriver to trace… some… whatever thing he'd picked up from her. Tugged her along behind him, her hand in his. "You can't make me."

The Doctor didn't answer.

"You can't just think I'll cave, because you happen to be some alien bad-boy with a sob story," said Faith. "I've got a sob story, too, you know. Boo hoo. You live and you get over it."

The Doctor glanced back at her. "Are you finished?"

"I'm just saying… if you want to find Buffy, whatever," said Faith. "But the moment you figure out where she is, I'm out of here. There is no way I'm saving that sanctimonious Little-Miss-Nice. You got a new life, with your memory loss thing. Why can't I get a new life? Why can't I…?"

"At the expense of someone else, you mean?" the Doctor asked her. He checked his sonic, then tugged her in another direction.

Faith glared at him.

"If you're so determined to run away," the Doctor said, "why haven't you, yet? You're stronger than me. And I'm not holding your hand all that firmly."

"You'd… you'd just… beam down to where I am!" said Faith. "Like you did last time!"

The Doctor stopped in his tracks. Dropped her hand. Then turned to her, grabbing something up out of her pocket. A mechanical device. He dropped it against the ground, and smashed it with his foot.

"Doesn't matter," he said. Tucking his sonic back into his pocket. "Here now, at any rate."

Faith looked between the smashed up device, and the Doctor. "What?"

"Told you," said the Doctor. "Long as you helped me find Elizabeth, I'd let you have that body. Wouldn't stop you."

Well… yeah, he'd said it. But Faith hadn't actually believed he'd do it.

Not for a second.

"You're serious?" Faith asked.

"Way I see it," the Doctor explained, with a sigh, "if I tried to switch you and Elizabeth back, you'd just rush out and kill her, so I couldn't. And since you know I'm clever enough to work out some way to do it, and don't know how I'd go about the process, you'd probably kill her the moment you walked through that door. Then everyone that witnessed your crime, just to cover your tracks. Desperate. Like I said."

Faith didn't answer. That had basically been what she was planning, yeah.

The Doctor shrugged. "So… go on, then," he said. "Only one way to save Elizabeth and the others. Let you leave. Run away. Take your flight and get out of the country."

Faith stumbled backwards. Not sure she was believing what he told her.

"It's… a trick," she said. "A trap. You're just saying…"

The Doctor turned around. Glanced at the warehouse in front of him, with the large van parked half way inside.

"I'd rather have an Elizabeth in the wrong body than no Elizabeth at all," he confessed.

Then he shrugged off his trench coat, draped it by the entrance, and slipped something out of his trouser pockets. A small leather wallet.

"Take your new life, Faith," the Doctor told her. "Make better choices than you did in your old one."

Then, with a quick tie adjustment, he walked inside the warehouse. A grin on his face, a twinkle in his eyes, his every step bouncing with excitement.

Faith couldn't believe it. She… she'd actually gotten away with it! She was free — actually, really free, and no one was going to stop her!

She spun on her heel, and ran from the warehouse.

Until she heard the gunshot.


	6. Chapter 6

Buffy was running out of options.

Faith was out there, inside her body, and… who knew what she was planning? What if Mom was in trouble? Or Buffy's friends? Or…?

Oh, God, she hadn't even told the Doctor Faith existed.

The three creeps outside — Weathersby, Collins, and Smith — were trying to figure out what to do about her. Smith had come at her with a hypodermic needle, a little while ago, but Buffy had gotten him in a choke hold. Threatened to kill him, if they didn't let her go.

The others had just told her to kill him. They were prepared for losses.

So that hadn't worked.

Now Buffy was stuck wracking her brain, trying to figure out how to get out of this. She knew that the Watchers Council Elite Squad were waiting for orders from Travers. To figure out what to do with her. Which meant that she really needed to get out of here, now.

That was when she heard a voice, echoing in from outside. A voice she didn't think she'd ever hear.

"Dr. John Smith," said the Doctor. "Watcher's Council United States Official Liaison." Probably flashing them the psychic paper. "I believe you have a prisoner, here. A Slayer named Faith. Am I right?"

Oh, no. No, no, no! He didn't remember the Watchers Council was after him. Didn't remember that Faith was small fish compared to him. Didn't remember…

Buffy kicked out at the door to the van, screaming at him to stop, get out of here, run for it while he still could!

Then there was a gunshot.

And a thud.

Buffy froze. Feeling something horrible fill her. Something cold and icy.

"Do we kill him?" asked Weathersby. "Finish the job?"

"No," said Collins. "Council wants this one alive. They think he's useful." A pause, then, "Put him under and tie him up."

Footsteps shuffling outside.

"Useful," Weathersby repeated.

Buffy felt her heart stop.

"But dangerous," said Collins. "The Slayer's the reason he's alone in the universe. He knows it. Council doesn't want him taking revenge."

"Maybe we should just take him out," said Weathersby. "Just in case."

Buffy, as loud as she could possibly shout, screamed at them… "Wait!"

"What's her deal?" asked Smith.

"Dunno," said Weathersby. "Seems like they know each other."

Footsteps, and then the outer door opened, leaving only the padlocked door with the barred window between Buffy and Weathersby.

Buffy didn't strike out. Didn't move.

"Let him go," she told them, "and I'll come quietly."

Collins, Weathersby, and Smith all looked at one another. Then down at the Doctor — who was bleeding, restrained, unconscious, and gagged. His psychic paper had fallen onto the warehouse floor.

"Well, at least we know she won't kill him," said Collins. He gestured at the other two. "Patch him up and then lock him in there with her. I'll contact the Council."

* * *

Buffy had managed to shift herself around, so the Doctor was lying flat on the van floor, as comfortable as she could make him.

He groaned, his eyes opening. Meeting Buffy's, but holding no recognition in them whatsoever.

"Hello," he said.

"Are you okay?" Buffy asked him. "What happened, out there? Did you find Faith? Did she do something to you?"

He tried to sit up, but the bullet wound still hurt, and he winced. He peered at her. "Buffy?" he tried.

Buffy winced at the flood of emotions and psychic whatever things that welled through her the moment he said her name. "I hate it when you call me that," said Buffy.

The Doctor's eyes lit up, and he tried to sweep her into a tight hug — hindered only by the fact that he couldn't sit up, and that he was very heavily restrained.

"How?" the Doctor asked.

"I have no idea," said Buffy. "Magic, I guess." Then, remembering he hated it when she used a big umbrella category word like 'magic', amended, "Or… some psychic… whatever-you're-calling-it-today."

The Doctor looked off into the distance, pondering this all over in his mind. Probably, if Buffy knew him, attempting to figure out how he would build a brain-swapping device, if he had the time and tools.

"What's going on, out there?" Buffy asked him. "Did you meet Faith? Is she…?"

"Oh, yes, I met her!" the Doctor agreed, a grin on his face. "That was… different. Slayer, but not you. Second Slayer! Who, apparently, attempted to murder me, sometime last year. And she's been around… what? Two days, now?" He winked at Buffy. "Knew you were keeping something from me."

"Did she try to kill you?" Buffy asked him. "Try to hurt you? Did she…?"

"Well, no," the Doctor said. "Although she did seem to be terribly interested in sleeping with me. In fact, more interested in that than in saving the world. I thought that was a bit odd. And, course, the moment we started snogging — well, our _first_ snog, I mean — I realized there was something a bit off with…"

He trailed off, as he noticed Buffy's now thunderous expression.

"I… shouldn't go on with this story," the Doctor guessed. "Should I?"

"No," Buffy agreed. "You really, really shouldn't."

The Doctor turned large, puppy eyes at her, the kind that he _knew_ melted Buffy's heart every single time.

Buffy sighed.

"Okay, okay!" she said. "Did you at least get her to save the world?"

"Oh, yes!"

"Well, then I guess…" Buffy paused. Then muttered, "…as long as it was just kissing, and you only did it because you thought she was me — maybe I'll forgive you." Her eyes lingered down to the patched up bullet wound in his chest. "And… you did take the bullet for me."

For a moment, neither one said anything.

Both thinking about the fact that… they'd both been caught by the Watchers' Council. And neither of them knew what would happen next.

"Any idea what's going to happen to the two of us?" the Doctor asked, at long last.

"I don't know about me," said Buffy. "Maybe… imprisonment, if I'm lucky. Or execution, if I'm not." She looked away from the Doctor. Unable to meet his eyes. "They're not going to kill you, though."

"'Useful'," the Doctor muttered.

"You're… smart," Buffy said. "Able to save the world super easily. And… they know you wouldn't really hurt anyone. So…" She looked down at the van floor. "They're… going to… lock you up. Forever. Never letting you see or speak to anyone else. Barely feeding you. So they can… use you."

The Doctor said nothing for a long moment.

"Ah."

"Yeah."

"I'm not too keen on that," the Doctor informed her.

"Yeah, well, I checked your pockets," Buffy said. "They cleaned you out. So unless you've got some other way out of here, we're staying put. And…" She stopped. Hesitated.

The Doctor looked up at her, with curious but guarded eyes.

"And they know we're close to each other," Buffy whispered. "They'll use that against us. To make sure we stay put."

"Ah," said the Doctor. He thought this through. Then shrugged. "Well! Good thing I've already taken care of the escape plan."

Buffy gave him a weird look. "You did?"

"Yep!" the Doctor said. "Should be here any minute now. Nothing left to do but sit tight, and wait for rescue."

* * *

"I'm sorry, you're saying that… Faith… isn't really Faith?" Giles asked.

"Faith and Buffy switched bodies," Willow confirmed. "Probably using a Draconian Katra spell. My friend, Tara — she's a really powerful witch. She worked it out."

Tara, from Willow's side, waved shyly at Giles.

"So… when we spoke to Buffy, earlier tonight," Giles said, trying to get all this through his mind, "she was actually… Faith."

"Yes, but… you don't have to worry about Faith!" said Willow. "She seemed really interested when we mentioned, you know, Boyfriendish, so… I'm guessing she found him, and he's been keeping her all non-murdery."

"I… see," said Giles.

"So all we have to do is find Buffy," said Willow. "Then find the Doctor and Faith. And then, we use this."

She dug through her purse, and brought out a small box that contained a little ethereal glowing sphere.

"And that… will…?" Giles asked.

Willow nodded. "It's a Katra — or, the home-conjured version. It should switch Buffy and Faith back, if we can get both of them together in the same place."

"Which will be difficult," said Giles.

"Well, no, not really," said Willow. "You just call up your Watchers' Council buddies, and let them know what's going on."

"While we find the Doctor and let him know what's going on," Tara put in.

"And… yeah!" said Willow. "Everyone's saved and everyone's happy."

Giles gave a long, lingering sigh, as he absorbed all this. Then went and sat down on the couch, his head in his hands. "There are a few things you two have overlooked in this plan of yours," he said.

Willow and Tara exchanged a worried glance.

"The first being," Giles continued, "that I am no longer part of the Watchers Council."

"Well, yeah," Willow said. "But you know people there. And they'll believe you when you say—"

"And the second," Giles interrupted, "is that the moment the Doctor discovers Buffy isn't herself, he will almost certainly attempt to rescue her. And while the Watchers Council has been looking for Faith for the past two days, they've been attempting to capture the Doctor since ancient history."

Willow's eyes went wide. As she remembered… what had happened, way back at the beginning of last year, when they'd first met the Doctor.

Except that time, the Doctor _knew_ the Watchers' Council was out looking for him.

This time… he wouldn't.

"Even if I were to call up Travers and explain the situation to him," said Giles, "he is aware of my… changed attitudes towards the Doctor. Travers would assume I was manipulating the situation so I could rescue him."

"If the Doctor's captured," said Tara, "then… what… happened to Faith?"

Everyone looked at one another. And they began to have the growing suspicion that this whole switching-Buffy-and-Faith-back thing was going to be a lot harder than they thought.

The door to Giles' burst open, and in rushed Xander.

"Radio," he gasped at them. "Do you have a radio?"

Giles, a little surprised, went into the kitchen and handed Xander the radio he kept therein. Xander flipped it on.

There was static. White noise. And, through the static, they could hear… beeping.

"It's on every channel," said Xander. Changing the channel to show them. "Except the beeping sounded louder back at my house."

"It's Morse Code!" Willow cried.

She grabbed up the radio, and brought it over to the desk. Flipping through books, until she got the page she wanted. There!

She took out a pencil and began to transcribe the letters down. But it didn't take long before she knew what the message said.

B-U-F-F-Y.

"It's the Doctor!" said Willow. "He's found her! He's trying to tell us where Buffy is!"

"How?" Xander asked.

Willow waved the radio around. As she waved it, the sound of the beeps seemed to get fainter or louder, depending on its position.

"The loudest spot," said Willow, "is where he's sending the signal!"

Everyone looked at one another. Then grabbed coats and weapons, and raced off to find Buffy.


	7. Chapter 7

Faith didn't care.

Like, really, didn't care at all. Whatever! She'd only ever tracked down the Doctor because she wanted to sleep with him. And it wasn't like she'd even known that Buffy failed to mention anything to him about the Watchers Council wanting his head on a platter. And… and… even if she had known… then what did that matter?

It wasn't like she cared that they'd just shot him in cold blood.

They'd done her a favor, right? He was the only one who knew who she really was. If he was dead, then that was good for her. He couldn't tell them that Buffy wasn't really Buffy.

And she tried to ignore the nagging voice, inside, that reminded her that… he'd never have told them, anyways. Because the Watchers Council Elite Squad wanted her dead, and… and…

And what? What would he care if she was dead? He didn't know her! For him, she was just… the creep who stole Buffy's body! It wasn't like…

(He could have killed her. Used that virus to kill off everything inside Buffy's body that was "Faith". It would have been so easy. And… he hadn't.)

"Yeah, well, they wouldn't have killed him, anyways!" Faith told herself.

It had to be shoot to wound, right? The Watchers' Council might be totally fine with killing her, but they wanted him alive. For… whatever they were doing to him…

No!

No! She didn't care! Not at all! The Doctor was just like Buffy. Worse! He'd preached at her, right? About how she was better than this, and he knew she wasn't a killer, and all that stupid 'let's give Faith a chance' thing that B was really into, and…

Except he hadn't.

Hadn't tried to prove his point at all. Just told her she was wrong. And let her… save the world…

Faith hadn't been paying attention to where she was walking. Not until she looked up and realized… she'd looped back, again. Looped around, to that warehouse, where the Doctor had been shot.

There were voices, echoing through a nearby window. Voices talking, discussing things.

Faith still didn't care.

But she did listen.

"—canceled the kill?" said an English-sounding voice.

"Can't take any chances," said a deeper English voice. "Not with someone like him."

"He wasn't armed," said an American accent. "Wasn't threatening us, or fighting against us. And… and that girl! She could have killed me, and she didn't!"

"Doctor seems harmless enough," said high English. "I still say we should take out the girl."

"The Doctor's benign, at the moment," said deep English. "Benign — not harmless. Never harmless. If provoked, he could be a lot more dangerous than the girl. By a long shot."

"More dangerous than—?" American asked.

"Oh, yeah," said deep English. He gave a small laugh. "Two of a kind, they are. No wonder they like each other. Different planet of origin — same sob story. The outcast, the renegade, the 'not popular' one. Next thing you know, they're running around trying to kill everyone who's ever thrown them out." A pause. "Difference is, Doctor actually went through with it."

"No," said the American.

"He was exiled here in the 70's," said deep English. "Cast out by his own people. Shows up, now, and… guess what? Entire home planet's gone. Only one survivor. It's not hard to work out what happened."

Faith froze.

"Should've let me kill him, then," said high English.

"Council wants him alive," said deep English. "Wouldn't worry. He seems to like the Earth. Like humanity. Saves the world all the time. Like I said. Useful." A pause. Then, in a slightly lower voice, "Probably better for him if we did kill him."

"Why?" asked American. "What do they want with him?"

"Heard of 'slavery'?" said deep English. "Something like that. Maybe worse. Not human — so anything's acceptable."

"Not our place to judge," said high English. "We're just here to do a job."

"We ship 'em out the moment the Council gives clearance," said deep English. "If either of them gives us too much trouble, we kill them both. Then torch the building."

Faith crept away, as quietly as she could.

Okay. Okay! So… that answered that. The Doctor was alive. So now Faith didn't have to be all guilt-trip about how she'd let him walk right into the middle of a massive ambush, when he'd been saving her life, and…

_Take your new life, Faith. Make better choices than you did in your old one._

Faith took out the passport she'd stolen from Buffy. The passport that she'd use to get out of here, go somewhere else, get herself a new life. A new chance.

Then looked back up at the warehouse.

And made a choice.

* * *

Willow found the Doctor's coat, and the sonic buzzing away inside one of the pockets, outside. Along with a nice little note, telling her what setting she needed to use to unlock doors and padlocks.

She'd kind of been expecting that.

What Willow _hadn't_ beenexpecting was the petite blond girl, flipping and kicking and fighting her way past the Watchers' Council Elite Squad, trying to force her way through to the van, determination and anger in her every move.

"Look, I don't care if you put a hole in Faith's head!" Faith — in Buffy's body — shouted. "The only person I'm interested in is the Doctor."

"You know, I knew Faith liked trying to steal Buffy's boyfriends," said Xander, "but… I had no idea it went this far."

"At least this makes our job easier," Willow whispered.

The Watchers Council Elite Squad was obviously distracted, which meant that Willow, Giles, Tara, and Xander could sneak in and get to the van. Which they did, easily.

And Willow unlocked both van doors with the sonic, undoing the padlock to reveal…

Faith — no, wait, Buffy in Faith's body — and the Doctor, who was extremely shirtless and looked like he'd been patched up and bandaged across his chest.

Buffy's eyes widened the moment she saw Willow. She tugged at her handcuffs, gesturing for her to let her out. Then Buffy noticed the fight going on behind Willow.

"What?" Buffy whispered, as the handcuffs snapped off.

The only person who didn't seem at all surprised about Faith showing up to beat up the Watchers' Council was the Doctor. He was just grinning like he'd worked this all out ahead of time.

"She's here for Boyfriendish," Xander told Buffy, as he and the others helped Buffy and the Doctor out of the van. "Before you get any ideas."

Buffy looked down at the Doctor, a new thunderous anger in her eyes. "You said you made out with her… how many times, again?"

The Doctor cringed. "Would it help if I told you she was rubbish at it?"

They were interrupted by the sound of a gun cocking.

The gun was aimed at Tara, who was now trembling, and in the hands of the Watchers' Council Elite Squad member known as Weathersby.

"Put down Faith and the Doctor," said Weathersby, "or I shoot."

They all went very still.

"You can't," Giles said, very calmly, trying not to provoke them. "Tara doesn't fall under the jurisdiction of the Watchers' Council."

"You're right," Weathersby admitted. Then shifted his aim to the Doctor. "But he does."

Buffy clung to the Doctor a little more. "You want him alive."

"They want him delivered alive," said Weathersby. "But I can kill him several times before that becomes a problem."

Buffy stepped in front of him. "Don't you dare."

Weathersby looked vaguely amused. "Don't think that's going to dissuade me from pulling the trigger, Faith."

"For heaven's sakes, man!" shouted Giles. "Don't you understand?" He pointed at Buffy. "That isn't Faith! It's Buffy!"

"Heard it all before," said Weathersby.

"No, really, it's true," Willow insisted. "Their bodies got switched using a Draconian Katra. We're trying to switch them back. Using this." She opened up the box, to show the conjured Draconian Katra.

Weathersby hesitated. His gun falling, just a little, in his hands…

Then, with a grunt, he was kicked backwards through the air, revealing a petite blond girl standing behind, anger and murder in her eyes, her body ready to spring.

"Faith," said Buffy, her voice low and biting.

Faith flicked her eyes around at the group. Then turned, and ran.

Buffy flew at her, and tackled her to the ground. Faith quickly shoved her away, then sprung to her feet. But Buffy was back on her feet, too.

And they launched at each other. Blow after blow. Ducking and dodging and lunging for one another, fury about them.

"You can't win this," Buffy warned, jumping across a kick.

"Shut up!" Faith screamed. She punched at Buffy's head, but Buffy blocked. "You think I'm afraid of you? You're nothing!"

Giles and the Scoobies looked on, a little unsure what to do.

The Doctor launched himself at them, trying to break up the fight. But groaned, and dropped, hand over the bullet wound.

His groan distracted Buffy, who glanced over her shoulder. Faith took advantage, grabbing Buffy up and slamming her against the cement. Faith surged at her, beating her savagely, banging her head against the ground.

"You're disgusting!" Faith screamed. "A useless, murderous bitch!"

Around them, the Watchers' Council Elite Squad was beginning to stir. Emerge from their unconsciousness.

Buffy grabbed Faith by the hand, and the moment the hands met…

They glowed. A jolt passed through both Buffy and Faith, as the Katra undid the damage. Returned them to their correct bodies. And for a moment, they just sat there, eyes locked, unable to say a word.

Then Faith rolled out of Buffy's grasp, grabbed up one of the Council's guns, and darted over to the Doctor. Jerking him towards her.

"One step closer," Faith warned everyone there, "and I kill him."

The Scoobies, who'd begun advancing, stopped. And froze in place.

"Then kill him," said Collins, with a shrug.

"No, wait!" said Buffy, holding out a hand to keep the others back. Then, to Faith — "What do you want?"

"Well, funny thing," said Faith, her head tilted to the side. "Looks like I took a shine to your… what do you call him? Boyfriend-ish?" She grinned. "Maybe it's the telepathic sex thing that did it for me. That was a pretty neat trick."

Buffy's face went red with anger. She looked like she was on the verge of shouting at the Doctor, but managed to hold it back. "He thought you were me."

"Guess again," said Faith, with a grin.

Buffy's entire posture tensed, anger flooding through her. Her eyes turned to the Doctor.

"Faith," the Doctor said, in a low, calm voice. "It's over."

"Don't think so," said Faith, as she hoisted him up over her shoulder, hitting the gunshot wound as she did, so that he groaned and wavered. Then turned, and ran out the door.

Buffy raced after her, but Faith was already hopping into the van and hotwiring it into life. The engine spluttered, and it raced forwards, squealing tires on the asphalt as it rushed into the night.

Buffy stopped. Staring out at the disappearing van.

Not quite believing what had just happened.

* * *

"Listen, Faith, what happened between us — it didn't mean anything," the Doctor said. He was squirming in the seat, obviously trying to work out some way out of this. "It was a distraction. A way to get inside your mind without you noticing. I was worried about Elizabeth, terrified even, and I thought she was…"

Faith slammed the brakes on.

And turned to him.

"I don't do this kind of thing," she warned him. "And I shouldn't be doing it, now. I'm a bad person. You get that? A murderer. A killer." Her hands tensed on the wheel. "Now shut up. And get out of the car."

The Doctor stared at her. Then glanced around, and realized. "They can trace the van. And they think I'm with you."

Faith didn't answer him.

"Faith, you don't have to—" the Doctor said.

"Get out," Faith gritted at him. "Before I change my mind."

The Doctor hesitated. Then climbed out of the car. "Take care, Faith," he said, as he closed the door.

She didn't answer. Didn't say a single word in reply.

While the Watchers' Council Elite Squad thought she had the Doctor, they'd chase _her_. By the time she got far enough away, she could ditch the van and run like hell.

Because she could.

He was stuck here. With little Miss Righteous — who was lying to him big time — and his broken TARDIS. He couldn't leave. Couldn't get away from B. But now, at least, he wouldn't have to worry about the Watchers' Council knowing where he was.

She floored the accelerator, and took off.


	8. Chapter 8

"I can't believe she did that," said Willow, once they'd all heard.

Tara shook her head. She'd only met Faith briefly, and she couldn't believe it, either.

"I mean, we spent all of last year trying to get through to her," said Willow. "And then, when she woke up, Buffy was all giving her another chance. And she was always just… kind of… insane."

"I guess… the Doctor… really does change people," said Tara.

For a few moments, they said nothing.

"Where's he, now?" asked Tara.

"With Buffy," said Willow. "They've kind of got a lot to talk about."

* * *

"So you knew," Buffy verified. "That whole time. You knew it was her. And not me."

The Doctor, attired, once more, in full pinstripe-suitedness and trench coat, didn't answer. Just stood by the door, hands in his pockets. Eyes on Buffy. Face stony.

"You had telepathic sex with her — on purpose — when you knew it wasn't me!" Buffy said.

"It wasn't sex," the Doctor said, in a low voice. "Just some sparks and flashes. Distraction. Telepathic connection."

" _She_ thought it was sex," said Buffy.

The Doctor looked out the window. His eyes not yielding. For a few moments, there was complete and utter silence between them.

"You almost killed me, tonight, Elizabeth," he said, at last.

"So that was why you did it?" said Buffy. "Some kind of revenge thing on me for not telling you about Faith and the Watchers' Council? You knew it would hurt me, so you just slept around?" She shook her head. "I thought I could trust you!"

"So did I," the Doctor said, very quietly.

He turned back to face her. And Buffy realized… that he was angry. He was really, _really_ angry.

Buffy was a little taken aback.

_She_ was the wronged party, here! This was supposed to be the moment she shouted at him, he got all guilty and caved about the relationship issue, and they finally began to say they were in a formal relationship. With no sleeping around!

He was supposed to be begging her to forgive him!

But the Doctor, after giving her one last angry stare, just turned. And headed for the door.

"I can't be around you, right now," he told her, as he opened it.

Buffy jumped up off the bed. Suddenly alarmed.

"But… but… you…" Buffy started.

And then the door snapped shut behind him. And he was gone.

* * *

"I just don't get it," Buffy told the all-amazing, super-mega-wonderful Jonathan. They were having lunch in a café littered with posters advertising his role in the Matrix and other Hollywood hits. "I mean, he does intimate sex-type things with Faith, knowing she's Faith… and suddenly it's about how _he_ can't trust _me_ anymore?"

Jonathan nodded. Only pausing, briefly, to sign an autograph for an adoring fan.

" _I'm_ the wronged party, here," said Buffy. "I'm the one he lied to. I'm the one he—"

"Did he lie to you about it?" Jonathan asked her. "I thought you said he brought it up the moment you two got together. You were the one who stopped him, before he could finish."

Buffy didn't answer. Because she was embarrassed to admit… that maybe Jonathan had a point.

"What he did wasn't right," said Jonathan. "But what you did wasn't right, either. You didn't tell him about Faith. You didn't tell him about the Watchers' Council. And because of that… you nearly got him killed. Or turned into the Council's slave."

"I didn't want him to…" Buffy started. Then hesitated. Didn't want him to walk into trouble? But he would have been safer if she'd just told him the truth from the start. "I guess I might have messed up a little. But he's smart! He should have worked out what happened without needing to go into Faith's mind!"

"Unless he was worried about you," said Jonathan. "Worried that if he didn't act fast, you'd be killed."

Buffy didn't say anything.

"You've been making decisions for him," Jonathan pointed out. "Not giving back his memories. Picking and choosing what parts of his past he should know about. Of course he's going to feel like you used him."

"But he's happy this way," said Buffy. "He's happier not knowing what he did. All that guilt and self loathing and misery — it's gone!"

Jonathan nodded, slowly. "So that's what it is," he said. "He did something terrible in his own past. Something he can't forgive himself for. You're trying to make sure he doesn't find out."

"I'm… protecting him," said Buffy, quietly.

"But he doesn't know that," Jonathan told her.

Buffy said nothing, just looked down at the table.

"You can't protect him from himself forever, Buffy," Jonathan said. "If you really want this relationship to work, you both have to start opening up. You can't build trust with lies."

* * *

She stood in front of the TARDIS. Hesitating, for a long moment. Then, swallowing her own pride, she knocked on the door.

The Doctor opened it.

And they both stood there. Just looking at one another. Not saying a word.

"I'm… sorry," Buffy said, at last. "Can I come in?"

* * *

"I'm not saying what you did wasn't wrong," said Buffy, sitting down in the jumpseat, elbows on her knees. "And I'm still pretty angry about it. But… I guess I wasn't exactly a saint, myself."

For a long moment, silence.

"I thought you were locked inside her mind," the Doctor said, at long last. "I was trying to get deep enough inside… to release you. Before she compressed you to death."

Buffy absorbed this. It didn't… get rid of the sting… but it helped a little. She guessed. Maybe.

(No, it didn't.)

"Those three said… the Slayer was the reason I was alone," the Doctor continued. He wasn't looking at her. "I… assume they weren't talking about you, in particular."

Buffy looked up at him. Surprised.

He had heard that?

"The Watchers' Council… has done some bad things, in the past," Buffy said, carefully skirting around the main issue. "You traveled back in time, and found out all their secrets. Yelled at them. Now they want to find you, so they can make sure those secrets stay secret."

The Doctor nodded. Still not looking at her.

"I guess… they don't really see non-humans as real people," Buffy said. "I used to think like that. I almost put a sword through your head the first day I met you, because you weren't human, so I thought…." She stopped. Bit her lower lip.

For the first time since they'd started speaking, the Doctor looked over at her. Caught her eyes with his own.

"Faith, she… looked like you," the Doctor said. "Sounded like you. But didn't act like you — not at all. And when she pushed me away… on that space ship… it triggered something. Deep in my survival instincts. Something that survived the memory wipe."

Buffy stared at him.

"Fear," he told her. "Raw, burning fear. Fear of _you_."

Buffy wasn't sure what to say. She knew there was some other-her that had travelled with the Doctor, once upon a time. But she had never realized that… his relationship with other-her had wound up implanting something like that inside of him.

"Why am I alone?" the Doctor asked her. "Why is everyone else dead? What did I 'survive', and what's the Council's role in it?"

Buffy opened her mouth. Then stopped. Hesitated.

Council's role?

"You… saw good in Faith," said Buffy, carefully, "even though she tried to kill off everyone in Sunnydale, last year. You'd forgive her everything, because you saw something good in her."

"Yes."

Buffy took a deep breath. "And… if it were _me_?" she continued, very softly. "If _I'd_ done something… I wasn't proud of. Something I was really sorry about. Something… I thought I really had to do. For a really good reason. Would you forgive me?"

The Doctor said nothing for a long moment.

Buffy turned pleading eyes on him. "Please," she said. "I just need to know. Would you forgive me?"

For the first time, a smile tugged at his lips. "Always," he confessed.

And they ran to one another, hugging tightly. Both relieved that… the hard part was over. That they'd forgiven one another, and could move on. Continue into the future, without guilt or anger bogging them down.

And Buffy decided.

He couldn't forgive himself. For what he'd done to his home. His people. His planet. But… if he'd forgive her…

Then she'd take responsibility for it. All of it.

She'd do that for him.

"I guess Jonathan was right, after all," Buffy muttered. "As usual."

The Doctor quirked an eyebrow at her. "Jonathan? Who's Jonathan?"

"You know, Jonathan?" said Buffy. "Jonathan Levinson? Super famous? Starred in the Matrix? Basketball legend? Posters of him everywhere! Most important monster… fighter… in human… history…" She trailed off, as she noticed the expression on the Doctor's face. "Uh, oh. You've got your 'something's wrong' face on, again."

A small grin crept up the Doctor's face. As he offered her his hand.

Buffy took it.

And together, they raced off into their next adventure.

**Notes for the Chapter:**

> Next up! The Years that Never Were!


End file.
